WBMD » Topics » HLTH Plans

This excerpt taken from the WBMD 10-Q filed May 11, 2009.
HLTH Plans
 
Certain WebMD employees participate in the stock-based compensation plans of HLTH (collectively, the “HLTH Plans”). Under the HLTH Plans, certain of the Company’s employees have received grants of options to purchase HLTH common stock and restricted shares of HLTH Common Stock. Additionally, all eligible WebMD employees were provided the opportunity to participate in HLTH’s employee stock purchase plan until HLTH terminated the stock purchase plan on April 30, 2008. All unvested options to purchase HLTH Common Stock and restricted shares of HLTH Common Stock held by the Company’s employees as of the effective date of the IPO continue to vest under the original terms of those awards. An aggregate of 2,745,547 shares of HLTH Common Stock remained available for grant under the HLTH Plans at March 31, 2009.
 
Stock Options
 
Generally, options under the HLTH Plans vest and become exercisable ratably over periods ranging from three to five years based on their individual grant dates subject to continued employment on the applicable vesting dates. The majority of options granted under the HLTH Plans expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of HLTH’s Common Stock on the date of grant. The following table summarizes activity for the HLTH Plans relating to the Company’s employees during the three months ended March 31, 2009:
 
                                 
                Weighted
       
          Weighted
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise Price
    Contractual Life
    Intrinsic
 
    Shares     Per Share     (In Years)     Value(1)  
 
Outstanding at January 1, 2009
    7,685,557     $ 13.80                  
Exercised
    (531,693 )     8.61                  
Forfeited
    (18,233 )     25.57                  
                                 
Outstanding at March 31, 2009
    7,135,631     $ 14.15       2.5     $ 4,562  
                                 
Vested and exercisable at the end of the period
    6,908,432     $ 14.31       2.3     $ 4,356  
                                 
 
 
(1) The aggregate intrinsic value is based on the market price of HLTH’s Common Stock on March 31, 2009, which was $10.35, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on March 31, 2009.


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Table of Contents

 
WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
Proceeds received by HLTH from the exercise of options to purchase HLTH Common Stock were $4,579 and $712 during the three months ended March 31, 2009 and 2008, respectively. The intrinsic value related to the exercise of these stock options was $1,195 and $252 during the three months ended March 31, 2009 and 2008, respectively.
 
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.
HLTH Plans
 
Certain WebMD employees participate in the stock-based compensation plans of HLTH (collectively, the “HLTH Plans”). Under the HLTH Plans certain of the Company employees have received grants of options to purchase HLTH Common Stock and restricted HLTH Common Stock. Additionally, all eligible WebMD employees were provided the opportunity to participate in HLTH’s employee stock purchase plan through April 30, 2008. All unvested options to purchase HLTH Common Stock and restricted HLTH Common Stock held by the Company’s employees as of the effective date of the IPO continue to vest under the original terms of those awards. An aggregate of 5,784,648 shares of HLTH Common Stock remained available for grant under the HLTH Plans at June 30, 2008.
 
Stock Options
 
Generally, options under the HLTH Plans vest and become exercisable ratably over a three to five year period based on their individual grant dates subject to continued employment on the applicable vesting dates. The majority of options granted under the HLTH Plans expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of HLTH’s Common Stock on the date of grant. The following table summarizes activity for the HLTH Plans relating to the Company’s employees during the six months ended June 30, 2008:
 
                                 
                Weighted
       
          Weighted
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise Price
    Contractual Life
    Intrinsic
 
    Shares     Per Share     (In Years)     Value(1)  
 
Outstanding at January 1, 2008
    8,825,988     $ 13.59                  
Granted
                           
Exercised
    (284,473 )     8.55                  
Forfeited
    (302,711 )     21.69                  
                                 
Outstanding at June 30, 2008
    8,238,804     $ 13.47       3.4     $ 10,703  
                                 
Vested and exercisable at the end of the period
    7,928,818     $ 13.66       3.2     $ 9,868  
                                 
 
 
(1) The aggregate intrinsic value is based on the market price of HLTH’s Common Stock on June 30, 2008, which was $11.32, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on June 30, 2008.


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WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based on implied volatility from traded options of HLTH Common Stock combined with historical volatility of HLTH Common Stock. Prior to January 1, 2006, only historical volatility was considered. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date.
 
Restricted Stock Awards
 
HLTH Restricted Stock consists of shares of HLTH Common Stock which have been awarded to the Company’s employees with restrictions that cause them to be subject to substantial risk of forfeiture and restrict their sale or other transfer by the employee until they vest. Generally, HLTH Restricted Stock awards vest ratably over a three to five year period based on their individual award dates subject to continued employment on the applicable vesting dates. There was no activity of non-vested HLTH Restricted Stock relating to the Company’s employees during the six months ended June 30, 2008.
 
Proceeds received by HLTH from the exercise of options to purchase HLTH Common Stock were $1,721 and $2,433 during the three and six months ended June 30, 2008, respectively, and $21,662 and $44,319 during the three and six months ended June 30, 2007, respectively. The intrinsic value related to the exercise of these stock options, as well as the fair value of shares of HLTH Restricted Stock that vested was $649 and $901 during the three and six months ended June 30, 2008, respectively, and $4,998 and $15,202 during the three and six months ended June 30, 2007, respectively.
 
This excerpt taken from the WBMD 10-Q filed May 12, 2008.
HLTH Plans
 
Certain WebMD employees participate in the stock-based compensation plans of HLTH (collectively, “HLTH Plans”). Under the HLTH Plans certain of the Company employees have received grants of options to purchase HLTH common stock and restricted HLTH common stock. Additionally, all eligible WebMD employees are provided the opportunity to participate in HLTH’s employee stock purchase plan. All unvested options to purchase HLTH common stock and restricted HLTH common stock held by the Company’s employees as of the effective date of the IPO continue to vest under the original terms of those awards. An aggregate of 5,632,631 shares of HLTH Common Stock remained available for grant under the HLTH Plans at March 31, 2008.
 
Stock Options
 
Generally, options under the HLTH Plans vest and become exercisable ratably over a three to five year period based on their individual grant dates subject to continued employment on the applicable vesting dates. The majority of options granted under the HLTH Plans expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of HLTH Common Stock on the date of grant. The following table summarizes activity for the HLTH Plans relating to the Company’s employees during the three months ended March 31, 2008:
 
                                 
                Weighted
       
          Weighted
    Average
       
          Average
    Remaining
    Aggregate
 
          Exercise Price
    Contractual Life
    Intrinsic
 
    Shares     Per Share     (In Years)     Value(1)  
 
Outstanding at January 1, 2008
    8,825,988     $ 13.59                  
Granted
                           
Exercised
    (81,676 )     8.71                  
Forfeited
    (227,625 )     22.68                  
                                 
Outstanding at March 31, 2008
    8,516,687     $ 13.40       3.7     $ 5,332  
                                 
Vested and exercisable at the end of the period
    8,078,639     $ 13.65       3.5     $ 4,928  
                                 
 
 
(1) The aggregate intrinsic value is based on the market price of HLTH Common Stock on March 31, 2008 which was $9.54, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on March 31, 2008.


11


Table of Contents

 
WEBMD HEALTH CORP.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based on implied volatility from traded options of HLTH Common Stock combined with historical volatility of HLTH Common Stock. Prior to January 1, 2006, only historical volatility was considered. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date.
 
Restricted Stock Awards
 
HLTH Restricted Stock consists of shares of HLTH Common Stock which have been awarded to the Company’s employees with restrictions that cause them to be subject to substantial risk of forfeiture and restrict their sale or other transfer by the employee until they vest. Generally, HLTH Restricted Stock awards vest ratably over a three to five year period based on their individual award dates subject to continued employment on the applicable vesting dates. There was no activity of non-vested HLTH Restricted Stock relating to the Company’s employees during the three months ended March 31, 2008.
 
Proceeds received by HLTH from the exercise of options to purchase HLTH Common Stock were $712 and $22,657 during the three months ended March 31, 2008 and 2007, respectively. The intrinsic value related to the exercise of these stock options, as well as the fair value of shares of HLTH Restricted Stock that vested was $252 and $10,204 during the three months ended March 31, 2008 and 2007, respectively.
 
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